This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available.

52.202-01

DEFINITIONS

OCT 1995

52.203-03

GRATUITIES

APR 1984

52.203-05

COVENANT AGAINST CONTINGENT FEES

APR 1984

52.203-06

RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT

OCT 1995

52.203-07

ANTI-KICKBACK PROCEDURES

JUL 1995

52.203-10

PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY

SEP 1990

52.203-12

LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

JAN 1990

52.209-06

PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS
DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

AUG 1995

52.215-22

PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATE

OCT 1995

52.215-24

SUBCONTRACTOR COST OR PRICING DATA

OCT 1995

52.215-26

INTEGRITY OF UNIT PRICES

OCT 1995

52.215-27

TERMINATION OF DEFINED BENEFITS PENSION PLANS

MAR 1996

52.215-30

FACILITIES CAPITAL COST OF MONEY

SEP 1987

52.215-33

ORDER OF PRECEDENCE

JAN 1986

52.215-40

NOTIFICATION OF OWNERSHIP CHANGES

FEB 1995

52.222-20

WALSH-HEALEY PUBLIC CONTRACTS ACT

APR 1984

52.222-26

EQUAL OPPORTUNITY

APR 1984

52.222-35

AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS

APR 1984

52.222-36

AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS

APR 1984

52.222-37

EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE
VIETNAM ERA

JAN 1988

52.223-02

CLEAN AIR AND WATER

APR 1984

52.223-06

DRUG-FREE WORKPLACE

JUL 1990

52.225-03

BUY AMERICAN ACT - SUPPLIES

JAN 1994

52.227-01

AUTHORIZATION AND CONSENT

JUL 1995

52.227-02

NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT

APR 1984

52.227-14

RIGHTS IN DATA - GENERAL

JUN 1987

52.229-03

FEDERAL, STATE, AND LOCAL TAXES

JAN 1991

52.230-02

COST ACCOUNTING STANDARDS

AUG 1992

52.230-03

DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES

NOV 1993

52.230-05

ADMINISTRATION OF COST ACCOUNTING STANDARDS

FEB 1995

52.232-01

PAYMENTS

APR 1984

52.232-08

DISCOUNTS FOR PROMPT PAYMENT

APR 1989

52.232-09

LIMITATION ON WITHHOLDING OF PAYMENTS

APR 1984

52.232-11

EXTRAS

APR 1984

52.232-23

ASSIGNMENT OF CLAIMS

JAN 1986

52.233-03

PROTEST AFTER AWARD

OCT 1995

52.243-01

CHANGES - FIXED-PRICE

AUG 1987

52.243-07

NOTIFICATION OF CHANGES

APR 1984

52.242-13

BANKRUPTCY

APR 1991

52.244-01

SUBCONTRACTS (FIXED PRICE CONTRACTS)

FEB 1995

52.245-02

GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS)

DEC 1989

52.249-02

TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE)

APR 1984

52.249-08

DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)

APR 1984

52.253-01

COMPUTER GENERATED FORMS

JAN 1991

I.2 52.215-2 AUDIT AND RECORDS--NEGOTIATION. (OCT 1995)--AS MODIFIED
BY THE LIBRARY OF CONGRESS

(a) As used in this clause, records includes books, documents, accounting
procedures and practices, and other data, regardless of type and regardless
of whether such items are in written form, in the form of computer data,
or in any other form.

(b) Examination of costs. If this is a cost-reimbursement, incentive,
time-and-materials, labor-hour, or price redeterminable contract, or any
combination of these, the Contractor shall maintain and the Contracting
Officer, or an authorized representative of the Contracting Officer, shall
have the right to examine and audit all records and other evidence sufficient
to reflect properly all costs claimed to have been incurred or anticipated
to be incurred directly or indirectly in performance of this contract.
This right of examination shall include inspection at all reasonable times
of the Contractor's plants, or parts of them, engaged in performing the
contract.

(c) Cost or pricing data. If the Contractor has been required to submit
cost or pricing data in connection with any pricing action relating to
this contract, the Contracting Officer, or an authorized representative
of the Contracting Officer, in order to evaluate the accuracy, completeness,
and currency of the cost or pricing data, shall have the right to examine
and audit all of the Contractor's records, including computations and projections,
related to--

(1) The proposal for the contract, subcontract, or modification;

(2) The discussions conducted on the proposal(s), including those related
to negotiating;

(3) Pricing of the contract, subcontract, or modification; or

(4) Performance of the contract, subcontract or modification.

(d) The Librarian of Congress or a duly authorized representative of
the Library of Congress and the Comptroller General.

(1) The Librarian of Congress or a duly authorized representative of
the Library and the Comptroller General of the United States, or an authorized
representative, shall have access to and the right to examine any of the
Contractor's directly pertinent records involving transactions related
to this contract or a subcontract hereunder.

(2) This paragraph may not be construed to require the Contractor or
subcontractor to create or maintain any record that the Contractor or subcontractor
does not maintain in the ordinary course of business or pursuant to a provision
of law.

(e) Reports. If the Contractor is required to furnish cost, funding,
or performance reports, the Contracting Officer or an authorized representative
of the Contracting Officer shall have the right to examine and audit the
supporting records and materials, for the purpose of evaluating

(1) the effectiveness of the Contractor's policies and procedures to
produce data compatible with the objectives of these reports and

(2) the data reported.

(f) Availability. The Contractor shall make available at its office
at all reasonable times the records, materials, and other evidence described
in paragraphs (a), (b), (c), (d), and (e) of this clause, for examination,
audit, or reproduction, until 3 years after final payment under this contract
or for any shorter period specified in Subpart 4.7, Contractor Records
Retention, of the Federal Acquisition Regulation (FAR), or for any longer
period required by statute or by other clauses of this contract. In addition--

(1) If this contract is completely or partially terminated, the records
relating to the work terminated shall be made available for 3 years after
any resulting final termination settlement; and

(2) Records relating to appeals under the Disputes clause or to litigation
or the settlement of claims arising under or relating to this contract
shall be made available until such appeals, litigation, or claims are finally
resolved.

(g) The Contractor shall insert a clause containing all the terms of
this clause, including this paragraph (a), in all subcontracts under this
contract that exceed the simplified acquisition threshold in FAR Part 13,
and--

(1) That are cost-reimbursement, incentive, time-and-materials, labor-hour,
or price-redeterminable type or any combination of these;

(2) For which cost or pricing data are required; or

(3) That require the subcontractor to furnish reports as discussed
in paragraph (e) of this clause. The clause may be altered only as necessary
to identify properly the contracting parties and the Contracting Officer
under the Government prime contract.

I.3 52.216-18 ORDERING. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall
be ordered by issuance of delivery orders or task orders by the individuals
or activities designated in the Schedule. Such orders may be issued from
contract award through completion and acceptance of deliverables for the
base and options years, if exercised.

(b) All delivery orders or task orders are subject to the terms and
conditions of this contract. In the event of conflict between a delivery
order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued"
when the Government deposits the order in the mail. Orders may be issued
orally, by facsimile, or by electronic commerce methods only if authorized
in the Schedule.

I.4 52.216-19 ORDER LIMITATIONS. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services
covered by this contract in an amount of less than 75 percent of the total
yearly estimated quantities for the base and each option year as exercised,
the Government is not obligated to purchase, nor is the Contractor obligated
to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor any order
for a combination of items in excess of 50 percent of the total yearly
estimated quantities for the base and each option year, as exercised.

(c) If this is a requirements contract (i.e., includes the Requirements
clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)),
the Government is not required to order a part of any one requirement from
the Contractor if that requirement exceeds the maximum-order limitations
in paragraph (b) above.

I.5 52.216-22 INDEFINITE QUANTITY. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services
specified, and effective for the period stated, in the Schedule. The quantities
of supplies and services specified in the Schedule are estimates only and
are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders
issued in accordance with the Ordering clause. The Contractor shall furnish
to the Government, when and if ordered, the supplies or services specified
in the Schedule up to and including the quantity designated in the Schedule
as the "maximum". The Government shall order at least the quantity
of supplies or services designated in the Schedule as the "minimum".

(c) Except for any limitations on quantities in the Order Limitations
clause or in the Schedule, there is no limit on the number of orders that
may be issued. The Government may issue orders requiring delivery to multiple
destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and
not completed within that period shall be completed by the Contractor within
the time specified in the order. The contract shall govern the Contractor's
and Government's rights and obligations with respect to that order to the
same extent as if the order were completed during the contract's effective
period; provided, that the Contractor shall not be required to make any
deliveries under this contract after the final task order issued in the
last option year.

I.6 52.216-27 SINGLE OR MULTIPLE AWARDS (OCT 1995)

The Government may elect to award a single delivery order contract or
task order contract or to award multiple delivery order contracts or task
order contracts for the same or similar supplies or services to two or
more sources under this solicitation.

I.7 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the
Schedule at the unit price specified. The Contracting Officer may exercise
the option by written notice to the Contractor within 30 days written notification.
Delivery of the added items shall continue at the same rate as the like
items called for under the contract, unless the parties otherwise agree.

I.8 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 1989)

(a) The Government may extend the term of this contract by written
notice to the Contractor within 30 days before contract expires or when
funds become available, whichever date is later; provided, that the Government
shall give the Contractor a preliminary written notice of its intent to
extend at least 60 days before the contract expires. The preliminary notice
does not commit the Government to an extension.

(b) If the Governlment exercises this option, the extended contract
shall be considered to include this option provision.

(c) The total duration of this contract, including the exercise of
any options under this clause, shall not exceed 66 months.

(a) This contract is not subject to the Contract Disputes Act of 1978,
as amended (41 U.S.C. 601-613).

(b) Except as provided in the Act, all disputes arising under or relating
to this contract shall be resolved under this clause.

(c) "Claim," as used in this clause, means a written demand
or written assertion by one of the contracting parties seeking, as a matter
of right, the payment of money in a sum certain, the adjustment or interpretation
of contract terms, or other relief arising under or relating to this contract.
A claim arising under a contract, unlike a claim relating to that contract,
is a claim that can be resolved under a contract clause that provides for
the relief sought by the claimant. However, a written demand or written
assertion by the Contractor seeking the payment of money exceeding $100,000
is not a claim under the Act until certified as required by subparagraph
(d)(2) below. A voucher, invoice, or other routine request for payment
that is not in dispute when submitted is not a claim under this clause.
The submission may be converted to a claim under this clause, if it is
disputed either as to liability or amount or is not acted upon in a reasonable
time, by complying with the submission and certification requirements of
this clause.

(d)

(1) A claim by the Contractor shall be made in writing and unless otherwise
stated in this contract submitted to the Contracting Officer for a written
decision. A claim by the Government against the Contractor shall be subject
to a written decision by the Contracting Officer.

(2)

(i) Contractors shall provide the certification specified in subparagraph
(d)(2)(iii) of this clause when submitting any claim -

(A) Exceeding $100,000; or

(B) Regardless of the amount claimed, when using -

(1) Arbitration conducted pursuant to 5 U.S.C. 575-580;or

(2) Any other alternative means of dispute resolution (ADR) technique
that the agency elects to handle in accordance with the Administrative
Dispute Resolution Act (ADRA).

(ii) The certification requirement does not apply to issues in controversy
that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: "I certify that
the claim is made in good faith; that the supporting data are accurate
and complete to the best of my knowledge and belief; that the amount requested
accurately reflects the contract adjustment for which the Contractor believes
the Government is liable; and that I am duly authorized to certify the
claim on behalf of the Contractor.

(3) The certification may be executed by any person duly authorized
to bind the Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the Contracting Officer
must, if requested in writing by the Contractor, render a decision within
60 days of the request. For Contractor-certified claims over $100,000,
the Contracting Officer must, within 60 days, decide the claim or notify
the Contractor of the date by which the decision will be made.

(f) The Contracting Officer's decision shall be final unless the Contractor
appeals to the Chief of the Contracts and Logistics Division who will serve
as the Hearing Officer to review the decision.

(g) If the claim by the Contractor is submitted to the Contracting
Officer or a claim by the Government is presented to the Contractor, the
parties, by mutual consent, may agree to use ADR. If the Contractor refuses
an offer for alternative dispute resolution, the Contractor shall inform
the Contracting Officer, in writing, of the Contractor's specific reasons
for rejecting the request. When using arbitration pursuant to 5 U.S.C.
575-580, or when using any other ADR technique that the agency elects to
handle in accordance with the ADRA, any claim, regardless of amount, shall
be accompanied by the certification described in subparagraph (d)(2)(iii)
of this clause, and executed in accordance with subparagraph (d)(3) of
this clause.

(h) The Government shall pay interest on the amount found due and unpaid
from (1) the date the Contracting Officer receives the claim (certified,
if required); or (2) the date that payment otherwise would be due, if that
date is later, until the date of payment. With regard to claims having
defective certifications, as defined in (FAR) 48 CFR 33.201, interest shall
be paid from the date that the Contracting Officer initially receives the
claim. Simple interest on claims shall be paid at the rate, fixed by the
Secretary of the Treasury as provided in the Contract Disputes Act (see
41 U.S.C. 611), which is applicable to the period during which the Contracting
Officer receives the claim and then at the rate applicable for each 6-month
period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this
contract, pending final resolution of any request for relief, claim, appeal,
or action arising under the contract, and comply with any decision of the
Contracting Officer.

Notwithstanding any other payment clause in this contract, the Government
will make invoice payments and contract financing payments under the terms
and conditions specified in this clause. Payment shall be considered as
being made on the day a check is dated or an electronic fund transfer is
made. All days referred to in this clause are calendar days, unless otherwise
specified.

(a) Invoice Payment.

(1) For purposes of this clause, "invoice payment" means
a Government disbursement of monies to a Contractor under a contract or
other authorization for supplies of services accepted by the Government.
This includes payments for partial deliveries that have been accepted by
the Government and final cost or fee payments where amounts owed have been
settled between the Government and the Contractor.

(2) The due date for making invoice payment by the designated payment
office shall be the later of the following two events:

(i) The 30th day after the designated billing office has received proper
invoice from the Contractor.

(ii) The 30th day after Government acceptance of supplies delivered
or services performed by the Contractor. On a final invoice where the payment
amount is subject to contract settlement actions, acceptance shall be deemed
to have occurred on the effective date of the contract settlement. However,
if the designated billing office fails to annotate the invoice with the
actual date of receipt, the invoice payment due date shall be deemed to
be the 30th day after the date the Contractor's invoice is dated, provided
a proper invoice is received and there is no disagreement over quantity,
quality, or Contractor compliance with contract requirements.

(3) If the contract does not require submission of an invoice for payment
(e.g., periodic lease payments), the due date will be as specified in the
contract.

(4) An invoice is the Contractor's bill or written request for payment
under the contract for supplies delivered or services performed. An invoice
shall be prepared and submitted to the designated billing office specified
in the contract. A proper invoice must include the items listed in subdivisions
(a) (4) (i) through (a) (4) (viii) of this clause. If the invoice does
not comply with these requirements, than the Contractor will be notified
of the defect within seven (7) days after the receipt of the invoice at
the designated billing office.

(i) Name and address of the Contractor.

(ii) Invoice date.

(iii) Contract number or other authorization for supplies delivered
or services performed (including order number and contract line item number,
if possible).

(v) Shipping and payment terms (e.g., shipment number and date of shipment,
prompt payment discount terms). Bill of lading number and weight of shipment
will be shown for shipments on Government bills of lading.

(vi) Name and address of Contractor's official to whom payment is to
be sent (must be the same as that in the contract or in a proper notice
of assignment).

(vii) Name (where practicable), title, phone number, and mailing address
of person to be notified in event of defective invoice.

(viii) Any other information or documentation required by other requirements
of the contract (such as evidence of shipment).

(b) Contract Financing Payments.

(1) For purposes of this clause, contract financing payment means a
Government disbursement of monies to a Contractor under a contract clause
or other authorization prior to acceptance of supplies or services by the
Government. Contract financing payments include advance payments; progress
payments based on cost under the clause at 52.232-16, Progress Payments;
progress payments based on a percentage or stage of completion (32.102(e)(1),
other than those made under the clause at 52.232-5, Payments Under Fixed-Price
Construction Contracts, or the clause at 52.232-10, Payments Under Fixed-Price
Architect Engineer Contracts; and interim payments on cost type contracts.

(2) For contracts that provide for contract financing, requests for
payment shall be submitted to the designated billing office as specified
in this contract or as directed by the Contracting Officer. Contract financing
payments shall be made on the 30th day after receipt of a proper contract
financing request by the designated billing office. In the event that an
audit or other review of a specific financing request is required to ensure
compliance with the terms and conditions of the contract, the designated
payment office is not compelled to make payment by this date.

(3) For advance payments, loans, or other arrangements that do not
involve recurrent submissions of contract financing requests, payment shall
be made in accordance with the corresponding contract terms or as directed
by the Contracting Officer.

(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this clause.

(b) The Contractor agrees that it will execute the certification set
forth in paragraph (c) of this clause when requested by the Contracting
Officer in connection with the execution of any modification of this contract.

(c) Certification. As required in paragraph (b) of this clause, the
officer or employee responsible for the modification proposal shall execute
the following certification. The certification in paragraph (c)(2) of this
clause is not required for a modification which procures commercial items.

CERTIFICATE OF PROCUREMENT INTEGRITY-MODIFICATION (NOV 1990)

(1) I, _____________________________ (Name of certifier) am the officer
or employee responsible for the preparation of this modification proposal
and hereby certify that, to the best of my knowledge and belief, with the
exception of any information described in this certification, I have no
information concerning a violation or possible violation of subsection
27(a), (b), (d), or (f) of the Office of Federal Procurement Policy Act,
as amended* (41 U.S.C. 423), (hereinafter referred to as "the Act"),
as implemented in the FAR, occurring during the conduct of this procurement
_______________________ (contract and modification number).

(2) As required by subsection 27(e)(1)(B) of the Act, I further certify
that to the best of my knowledge and belief, each officer, employee, agent,
representative, and consultant of _______________________ (Name of Offeror)
who has participated personally and substantially in the preparation or
submission of this proposal has certified that he or she is familiar with,
and will comply with, the requirements of subsection 27(a) of the Act,
as implemented in the FAR, and will report immediately to me any information
concerning a violation or possible violation of subsections 27(a), (b),
(d), or (f) of the Act, as implemented in the FAR, pertaining to this procurement.

_______________________________________________________________
(Typed name of the officer or employee responsible for the modification
proposal)

* Subsections 27 (a), (b), and (d) are effective on December 1, 1990.
Subsection 27(f) is effective on June 1, 1991.

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY
OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT
CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18,
UNITED STATES CODE, SECTION 1001.

(End of certification)

(d) In making the certification in paragraph (2) of the certificate,
the officer or employee of the competing Contractor responsible for the
offer or bid, may rely upon a one-time certification from each individual
required to submit a certification to the competing Contractor, supplemented
by periodic training. These certifications shall be obtained at the earliest
possible date after an individual required to certify begins employment
or association with the contractor. If a contractor decides to rely on
a certification executed prior to the suspension of section 27 (i.e., prior
to December 1, 1989), the Contractor shall ensure that an individual who
has so certified is notified that section 27 has been reinstated. These
certifications shall be maintained by the Contractor for a period of 6
years from the date a certifying employee's employment with the company
ends or, for an

agency, representative, or consultant, 6 years from the date such individual
ceases to act on behalf of the contractor.

(e) The certification required by paragraph (c) of this clause is a
material representation of fact upon which reliance will be placed in executing
this modification.